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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               ------------------

                                 SCHEDULE 14D-1
                             TENDER OFFER STATEMENT
                               (AMENDMENT NO. 21)
                      PURSUANT TO SECTION 14(D)(1) OF THE
                      SECURITIES EXCHANGE ACT OF 1934 AND
                                  SCHEDULE 13D
                               (AMENDMENT NO. 22)
                   UNDER THE SECURITIES EXCHANGE ACT OF 1934

                         PARAMOUNT COMMUNICATIONS INC.
                           (Name of Subject Company)

                                  VIACOM INC.
                           NATIONAL AMUSEMENTS, INC.
                               SUMNER M. REDSTONE
                     BLOCKBUSTER ENTERTAINMENT CORPORATION
                                    (Bidder)

                         COMMON STOCK, $1.00 PAR VALUE
                         (Title of Class of Securities)

                                  699216 10 7
                     (CUSIP Number of Class of Securities)

                            PHILIPPE P. DAUMAN, ESQ.
                                  VIACOM INC.
                                 1515 BROADWAY
                            NEW YORK, NEW YORK 10036
                           TELEPHONE: (212) 258-6000
          (Name, Address and Telephone Number of Person Authorized to
            Receive Notices and Communications on Behalf of Bidder)

                                  COPIES TO:

                             STEPHEN R. VOLK, ESQ.
                              SHEARMAN & STERLING
                              599 LEXINGTON AVENUE
                            NEW YORK, NEW YORK 10022
                              TEL.: (212) 848-4000

                              ROGER S. AARON, ESQ.
                             SKADDEN, ARPS, SLATE,
                                MEAGHER & FLOM
                               919 THIRD AVENUE
                            NEW YORK, NEW YORK 10022
                              TEL.: (212) 735-3000

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                           Exhibit Index on Page


<PAGE>


     This  Amendment  No. 21 to  the  Tender Offer  Statement  on
Schedule  14D-1  and  Amendment  No. 22   to  Schedule  13D  (the
"Statement")  relates to  the  offer by  Viacom Inc.,  a Delaware
corporation ("Purchaser"),  to purchase shares  of Common  Stock,
par   value  $1.00  per   share  (the  "Shares"),   of  Paramount
Communications Inc., a Delaware corporation (the "Company"), at a
price of $105 per Share, net to the seller in cash,  upon the
terms and  subject to  the  conditions set  forth in  Purchaser's
Offer  to   Purchase  dated  October  25,  1993  (the  "Offer  to
Purchase"), a  copy of  which was attached  as Exhibit  (a)(1) to
Amendment  No.  1,   filed  with  the  Securities   and  Exchange
Commission (the "Commission") on October 26, 1993, to  the Tender
Offer  Statement on Schedule  14D-1 filed with  the Commission on
October  25,  1993 (the  "Schedule  14D-1"), as  supplemented  by
the   Supplement  thereto   dated   November 8, 1993 (the "First 
Supplement") and  the Second Supplement  thereto dated January 7, 
1994 (the "Second Supplement")  and  in  the related   Letters of
Transmittal. 

     Capitalized  terms  used  but not  defined  herein  have the
meanings   assigned to  such terms in the  Offer to Purchase, the
First Supplement, the Second Supplement and the Schedule 14D-1.




<PAGE>

ITEM 3.   PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS
          WITH THE SUBJECT COMPANY:

          Item 3(b) is hereby amended and supplemented as 
follows:

          On January 7, 1994, Purchaser delivered to the Company a letter
regarding the revised terms of the Offer. A copy of such letter is filed
as Exhibit (a)(48) to the Schedule 14D-1 and is incorporated herein by
reference.

ITEM 10.  ADDITIONAL INFORMATION.

          Item 10(f) is hereby amended and supplemented as 
follows:

          On January 9, 1994, Purchaser issued a press release regarding
the revised terms of the Offer. A copy of such letter is filed as Exhibit
(a)(49) to the Schedule 14D-1 and is incorporated herein by reference.

          Filed as Exhibit (c)(10) to the Schedule 14D-1 is a corrected
page 11 of the Agreement and Plan of Merger between Purchaser and
Blockbuster Entertainment Corporation, dated as of January 7, 1994.

ITEM 11.  MATERIAL TO BE FILED AS EXHIBITS.

     Item 11 is hereby amended to add the following Exhibits:

        99(a)(48)   Letter delivered by Purchaser to the Company
                    on January 7, 1994

        99(a)(49)   Press Release issued by Purchaser on January 9,
                    1994

        99(c)(10)   Corrected page 11 of the Agreement and Plan of Merger
                    between Purchaser and Blockbuster Entertainment
                    Corporation, dated as of January 7, 1994.



<PAGE>

SIGNATURE

     After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Statement is true, complete and correct.


January 10, 1994

                                          VIACOM INC.

                                          By      /s/ PHILIPPE P. DAUMAN
                                             ...................................

                                                 Philippe P. Dauman
                                                 Senior Vice President, General
                                                   Counsel and Secretary


                                                          *
                                             ...................................

                                                 Sumner M. Redstone,
                                                 Individually


                                          NATIONAL AMUSEMENTS, INC.

                                          By              *
                                             ...................................

                                                 Sumner M. Redstone
                                                 Chairman, Chief Executive
                                                   Officer and President

*By      /s/ PHILIPPE P. DAUMAN
    ...................................

        Philippe P. Dauman
        Attorney-in-Fact under Powers
        of Attorney filed as Exhibit (a)(36)
        to the Schedule 14D-1




<PAGE>

SIGNATURE

     After due inquiry  and to the best  of my knowledge and belief,  I certify
that the information set forth in this Statement is true, complete and correct.


January 10, 1994

                                          BLOCKBUSTER ENTERTAINMENT CORPORATION

                                          By      /s/ STEVEN R. BERRARD
                                             ...................................

                                                 Steven R. Berrard
                                                 President and
                                                 Chief Operating Officer


<PAGE>
                                 EXHIBIT INDEX

                                                                      PAGE IN
                                                                     SEQUENTIAL
 EXHIBIT                                                             NUMBERING
   NO.                                                                 SYSTEM
- ---------                                                            ----------



        99(a)(48)   Letter delivered by Purchaser to the Company
                    on January 7, 1994

        99(a)(49)   Press Release issued by Purchaser on January 9,
                    1994

        99(c)(10)   Corrected page 11 of the Agreement and Plan of Merger
                    between Purchaser and Blockbuster Entertainment
                    Corporation, dated as of January 7, 1994.








               Viacom International Inc.          Viacom Broadcasting
               1515 Broadway                      Viacom Cable
               New York, N.Y. 10036               Viacom Entertainment
               212-258-6000                       Viacom Networks
                                                  Viacom Pictures


                 January 7, 1994


  Paramount Communications Inc.
  15 Columbus Circle
  New York, N.Y.  10023-7780

  Attention:   Donald Oresman

  Dear Sirs:

       We  are  pleased  to inform  you  that  Viacom  has  today
  announced  that   it  has  agreed  to  merge  with  Blockbuster
  Entertainment Corporation.  Further, Blockbuster has  agreed to
  invest $1.25  billion in Viacom,  in addition  to its  previous
  investment  of $600  million.   A  copy  of the  press  release
  announcing these events is attached to this letter.

       With  this  strong  support  from   Blockbuster,  we  have
  amended our tender offer to, among other things:

       1.   Increase  our  existing  tender offer  for  Paramount
       common  stock   to  $105  per  share   for  50.1%  of  the
       outstanding shares.

       2.   Make   the  consideration   payable  to   Paramount's
       stockholders in the  second-step merger consist  of .93065
       shares of Viacom Class  B Common  Stock and .30408  shares
       of Viacom Merger Preferred Stock.

       3.   Extend  the offer,  as required  by law,  until 12:00
       midnight, New York City time, on January 21, 1994.

       To assist  the Paramount Board  in evaluating  our revised
  offer,  we  will provide  later  this  afternoon
 the  following
  additional materials:

       1.   A copy of the Agreement and Plan  of Merger, dated as
       of January 7, 1994, between Viacom and Blockbuster.

       2.   A  copy of  the Subscription  Agreement, dated  as of
       January 7, 1994, between Viacom and  Blockbuster, pursuant
       to which  Blockbuster will purchase shares of Viacom Class
       B Common  Stock for an  aggregate purchase price of  $1.25
       billion.




<PAGE>



       3.   A copy of our amended Tender  Offer Statement on Form
       14D-1.



       We assume  that  QVC Network  Inc.  will comply  with  its
  obligations and extend its  tender offer so that its expiration
  date is no  earlier than 12:00 midnight on Friday,  January 21,
  1994.     We  are   available  to   meet  with   you  or   your
  representatives  at your  earliest convenience  to discuss  our
  revised offer.   Please  contact any of  the persons listed  in
  Annex I to this letter.


                                Very truly yours,

                                VIACOM INC.

                                By /s/ Philippe P. Dauman
                                  --------------------------
                                   Name:  Philippe P. Dauman
                                   Title: Senior Vice President,
                                          General Counsel and
                                          Secretary        


  cc: Peter Ezersky
         Lazard Freres & Co.

      Joel S. Hoffman
         Simpson Thacher & Bartlett

      Martin Lipton
         Wachtell, Lipton, Rosen & Katz 




     VIACOM STATES ITS SUPERIOR TENDER OFFER FOR PARAMOUNT COMPLIES
            WITH ALL BIDDING PROCEDURES AND IS NOT COERCIVE


  NEW YORK -- In response to certain unfounded statements by QVC Network
Inc., Viacom Inc., stated Sunday that Viacom's revised offer for Paramount
Communications Inc. fully complies with the bidding procedures agreed
to among Paramount, Viacom and QVC and that under those procedures QVC is
required to extend its tender offer until 12 midnight on Jan. 21, 1994.

  Viacom also has stated that it believes that its offer is superior to
QVC's current offer. Viacom's revised offer increases the cash consideration
to Paramount stockholders by more than $1.1 billion over its previous offer
and by more than $800 million over QVC's current offer.

  Viacom also stated that it believes the securities offered in the
second step merger should be compared to those of QVC in light of the
value that would be created by the larger, more diversified and
financially strengthened combination of Viacom, Paramount and
Blockbuster.

  Viacom stated that Paramount stockholders should be given the
opportunity to make an informed choice between the Viacom and QVC
offers, as required by the bidding procedures.

  Furthermore, Viacom
 fully intends to comply with the requirement of
the bidding procedures to extend its offer for 10 business days after
satisfaction of its minimum condition of 50.1%, the same minimum
condition as QVC.

  Because shares tendered into the Viacom tender offer would be
prorated, this means that all Paramount stockholders would be given
the opportunity to participate in the blended value of Viacom's
tender offer and the consideration to be offered in the second-step
merger between Viacom and Paramount. Accordingly, Viacom's offer is
not coercive and offers all Paramount stockholders the same
consideration for their shares.

                 *              *             *

         CONTACT:   Viacom Inc., New York
                    Raymond A. Boyce, 212/258-6530
                           or
                    Edelman
                    Elliot Sloane, 212/704-8126








          
          individually or in the aggregate, have a Blockbuster Material
          Adverse Effect.  The term "Blockbuster Material Adverse Effect"
          means any change or effect that is or would be materially
          adverse to the business, results of operations or financial
          condition of Blockbuster and the Blockbuster Subsidiaries,
          taken as a whole; provided that from and after the date on
          which the issuance and sale of shares of Viacom Class B Common
          Stock contemplated by the Subscription Agreement (the
          "Subscription Agreement") dated as of the date of this
          Agreement between Viacom and Blockbuster is consummated (the
          "Subscription Date"), the term "Blockbuster Material Adverse
          Effect", for purposes of Article III and Section 7.02(a) only,
          shall be changed to mean any change or effect that is or would
          be materially adverse to the financial condition of Blockbuster
          and the Blockbuster Subsidiaries, taken as a whole, excluding
          any changes or effects caused by changes in general economic
          conditions or changes generally affecting Blockbuster's
          industry.
          
                   (b)  Each subsidiary of Blockbuster (a "Blockbuster
          Subsidiary") that constitutes a Significant Subsidiary of
          Blockbuster within the meaning of Rule 1-02 of Regulation S-X
          of the Securities
 and Exchange Commission (the "SEC") is
          referred to herein as a "Material Blockbuster Subsidiary".
          
                   SECTION 3.02.  Certificate of Incorporation and
          By-Laws.  Blockbuster has heretofore made available to Viacom a
          complete and correct copy of the Certificate of Incorporation
          and the By-Laws or equivalent organizational documents, each as
          amended to date, of Blockbuster and each Material Blockbuster
          Subsidiary.  Such Certificates of Incorporation, By-Laws and
          equivalent organizational documents are in full force and
          effect.  Neither Blockbuster nor any Material Blockbuster
          Subsidiary is in violation of any provision of its Certificate
          of Incorporation, By-Laws or equivalent organizational
          documents, except for such violations that would not,
          individually or in the aggregate, have a Blockbuster Material
          Adverse Effect.
          
                   SECTION 3.03.  Capitalization.  The authorized capital
          stock of Blockbuster consists of 300,000,000 shares of
          Blockbuster Common Stock and 500,000 shares of Preferred Stock,
          par value $1.00 per share ("Blockbuster Preferred Stock").  As
          of December 31, 1993, (i) 247,487,375 shares of Blockbuster
          Common Stock were issued and outstanding, all of which were
          validly issued, fully paid and nonassessable, (ii) no shares
          were held in the treasury of Blockbuster, (iii) 11,425,584
          shares were reserved for future issuance pursuant to
          outstanding employee stock options granted pursuant to
          Blockbuster's 1987 Stock Option Plan, as amended, 1989 



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